Terms of Service
Spasify Terms of Service
Last Updated On: October 9, 2020
Please read these Terms of Service (“Terms”, "ToS", or “Terms of Service”) carefully before using www.spasify.com or availing any Spasify Products, or Services, and any other URL/links associated to this website (the “Services”, "Products") operated by Spasify ("Company", “Us”, “We”, or “Our”).
THIS TERMS OF SERVICE AGREEMENT (this “Agreement,” “ToS,” or this “Terms of Service Agreement”) is made and entered into on the date (“Effective Date”) of your access, use, account registration, availment or purchase as specified and in accordance with the job order, booking invoice or, the Statement of Work ("SOW"), and this agreement, by and between SPASIFY a Health, Beauty, Wellness, Travel, and Leisure company, also known as the (“Company”) and YOU, also known as the (“Client”, "Visitor", "Guest", "User" or “Independent Contractor or Service Provider”).
Spasify is a Health, Beauty, Wellness, Travel, and Leisure company providing listing of products and services from 3rd Party and Independent Service Providers through its E-Commerce Marketplace Platforms, Website, Mobile Applications, Sales Channels and neither a Health Care Provider, Spa, Therapist, Medical Practitioner, Manpower Agency, Travel Agency, Hotel, Resort, Attraction, Educator, Advisor, Specialist nor alike.
The Company, Client, Independent Contractors, and Service Providers are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” This Agreement is made in pursuance of the Products or Services described herein, on the website, web app, mobile app or marketplace for services owned by Spasify (“Spasify”) at the domain and subdomains of www.spasify.com (the “Site”). All capitalized terms not defined in this Agreement have the meanings given to such terms in the Terms of Service Agreement (“Terms of Service”) available at the Site, unless the context requires otherwise.
Terms of Service (For Clients, Visitors, Guests, Users, Independent Contractors or Service Provider and Others)
1. BACKGROUND, INITIAL OBLIGATIONS AND SCOPE OF SERVICE
1.1. SERVICES. “Services” means the services to be performed by the Company to the Client as set forth in each mutually agreed upon and executed Job Order, Booking Invoice or Statement of Work (each a “Job Order”, “Booking Invoice” or “Statement of Work”). If Company and Client have agreed to a written job order, booking invoice, statement of work, written proposal, written project plan, or other written communication to specify in more detail the product or service scope, required features, deliverables, milestones, development methods, resources, communications, training, acceptance, change control, payment, or other terms, such writing “Job Order”, “Booking Invoice” or “Statement of Work”) is incorporated in and made a part of this Agreement. Each Job Order, Booking Invoice or Statement of Work entered into by the parties shall reference this Agreement; provided, however, the contents of any Job Order, Booking Invoice or Statement of Work shall take precedence over any conflicting provision in this Agreement to the extent necessary to resolve any such conflict. Company shall perform the specified Services during the term provided for in such Job Order, Booking Invoice or Statement of Work.
1.2. RELATIONSHIP OF THE PARTIES. Company shall be deemed an independent contractor of Client. As between Company and Client, all persons retained by Company to perform Services for Client hereunder shall be employees or independent contractors or service providers of Company and shall not be employees, independent contractors or service providers of Client.
1.3. PLACE OF SERVICE. Client understands and agrees that all of the Services shall be performed onshore, online, on-site, or on-demand specifically in Spasify On-Site Branches, Client’s Requested Service Location, or Merchant Partner’s Location using employees, independent contractors or service providers of the Company.
2. ENGAGEMENT, PERFORMANCE OF SERVICES AND CLIENT RESPONSIBILITIES.
2.1. ENGAGEMENT. Client hereby engages Company to deliver the Products or Services to Client, and Client will pay Company for the Products or Services, in accordance with the terms and conditions of this Agreement and the Terms of Service. As used in this Agreement, the “Services”, or “Products” means any and all services, or products developed by the Company as required to complete the Job Order, Booking Invoice, Statement of Work and delivered to the Client in the performance of the service, as specified in the Job Order, Booking Invoice, Statement of Work, and this Agreement.
2.2. PERFORMANCE. Company will perform the services necessary to complete the service in accordance with the procedures described on the Site, in a timely and professional manner, consistent with industry standards, at a location, place and time that Company deems appropriate, and all in accordance with the Job Order, Booking Invoice, Statement of Work, and this Agreement. The manner and means that Company chooses to complete the service are in Company sole discretion and control. In completing the Service, the Company agrees to provide its own equipment, tools, and other materials at its own expense.
2.3. DURATION OF SERVICES. The duration of performance of services under this Agreement commences on the Effective Date and terminates on the Ending Date or Final Delivery Date set forth in and all in accordance with the Job Order, Booking Invoice, Statement of Work, and this Agreement, unless the Parties otherwise agree in a writing signed by both parties.
2.4. SERVICE LEVEL AGREEMENT. Service Level Agreement for this project is subjected to the terms and service levels of the respective third-party Independent Contractors and/or Service Providers used by the Company. Any other general after sales support request or inquiry can be sent through the Company’s official support email address firstname.lastname@example.org
2.5. RESTRICTIONS. In no event shall Spasify or its, Independent Contractors, Service Providers, or Suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Spasify’s site, even if Spasify or a Spasify authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to the Client.
2.6. COOPERATION. Client shall cooperate with Company by providing to Company such information and documents and access to Client's personnel as reasonably required by Company to perform the Services specified in a Job Order, Booking Invoice or Statement of Work.
3. FEES AND PAYMENTS.
3.1. FEES. Client will pay the Company the fee specified for the Service in accordance with the Proposal, Job Order, Booking Invoice, the SOW, the Terms of Service and this agreement. Payment will be made by Client to Company through the Site in accordance with the Spasify Payment Service. Company will be responsible for all expenses incurred in performing services excluding transportation fee and insurance fee if any, under this Agreement, except and only to the extent expressly provided in this Agreement, or the SOW.
3.2. AUTO DEBIT AUTHORIZATION (SUBSCRIPTION PLANS). The Client hereby authorize the Company to regularly schedule recurring fees or charges to the Client’s nominated Debit or Credit Card via the Online Recurring Payment Facility. Client will be charged the amount indicated in the Job Order, Booking Invoice, SOW (Statement of Work), the Terms of service, and this agreement. A receipt for each payment will be provided to you and the charge will appear on your credit card statement. Client agrees that no prior-notification will be provided unless the date or amount changes, in which case the Client will receive notice from the Company at least (30) days prior to the payment being collected.
The Client also understands that this authorization will remain in effect until the Client cancels it via the Online Recurring Payment Facility and in writing to the Company thirty (30) days prior to the intended date of cancellation or next billing date. The Client also certifies to be an authorized user of the Debit or Credit Card and will not dispute these scheduled transactions; so long as the transactions correspond to the terms indicated in this authorization clause.
4.1 GENERAL. In the performance of this Agreement or in contemplation thereof, each party and its employees, agents and independent contractors may have access to confidential information owned or controlled by the other party (hereinafter “Confidential Information”). All Confidential Information supplied by one party to the other which is clearly marked “Confidential” or which is derived there from shall remain the exclusive property of the party supplying the same. The receiving party shall use a reasonable degree of care, which in any event shall not be less than the same degree of care which the receiving party uses to protect its own Confidential Information, to keep, and have its employees, agents and independent contractors keep, confidential any and all Confidential Information. In keeping therewith, the recipient shall not copy, publish or disclose the Confidential Information to others, or authorize its employees, agents, independent contractors or anyone else to copy, publish or disclose it to others, without the disclosing party’s written approval, nor shall the receiving party make use of the Confidential Information except for the purposes of executing its obligations hereunder, and shall return the Confidential Information to the disclosing party at its request. The parties agree that the Company Properties and the Client Properties shall be deemed Confidential Information, as are all documentation, descriptions, and embodiments thereof.
“Confidential Information” includes, but is not limited to, all information related to both parties’ business and its actual or anticipated research and development, including without limitation to (i) trade secrets, background technologies, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of Company service providers, employees, contractors, and any other Company; (iv) the existence of any business discussions, negotiations, or agreements between Company and any third party; and (v) all such information related to any third party that is disclosed to Client or to Company during the course of business (“Third Party Information”).
4.2. LIMITATIONS ON CONFIDENTIALITY OBLIGATIONS. These non-disclosure obligations will not apply to Confidential Information which: (a) becomes generally known to the public by publication or by any means other than a breach of duty on the party of the recipient hereunder; (b) is information previously known to the recipient; (c) is information independently developed by or for the recipient; or (d) is information released by the owning party without restriction or released pursuant to a judicial or governmental decree; (e) Company own skill, knowledge, know-how, and experience. If required by order of any government authority, recipient may disclose to such authority the other party’s Confidential Information to the extent required by such order, provided that recipient shall first use its best efforts to obtain a protective order reasonably satisfactory to the disclosing party sufficient to maintain the confidentiality of such data, information, or materials.
5.1. INTELLECTUAL PROPERTY. If either party (each, as applicable, an “Indemnitee”) becomes subject to a claim against it that any portion of the Properties supplied by the other party (an “Indemnitor”) (i.e., the Client Properties in the case of Client as Indemnitor, and the Company Properties or Deliverables, in the case of Company as Indemnitor) infringes a proprietary right of a third party, the Indemnitor shall, with respect to and to the extent of the portion of the claim pertaining to such Property, at its sole expense, defend, indemnify and hold harmless the Indemnitee with respect to such claim. and all costs, expenses (including reasonable attorneys' fees), fines, penalties, deficiencies, losses, liabilities (including settlements and judgments) resulting from, arising from or relating to such claim. THIS SECTION SETS FORTH THE COMPLETE LIABILITY OF THE PARTIES WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
6. REPRESENTATIONS AND WARRANTIES
6.1. REPRESENTATIONS AND WARRANTIES OF CLIENT.
6.1.1. RIGHTS AND TITLES. Client hereby represents and warrants that it has and for the duration of this Agreement shall have all rights required for the performance of its obligations hereunder and has and for the duration of this Agreement shall have the authority and the legal right to enter into this Agreement.
6.1.2. PRIVACY LAWS. Client hereby represents and warrants that the information to be provided to Company in connection with the Services is not subject to any local, foreign laws specifically U.S. or U.K. privacy laws or regulations and can be processed outside the United States and United Kingdom without violation of any U.S. and U.K. privacy laws or regulations.
6.2. REPRESENTATIONS AND WARRANTIES OF COMPANY.
6.2.1. RIGHTS AND TITLES. Company hereby represents and warrants that it has and for the duration of this Agreement shall have all rights, titles or interests in the Company Properties and Deliverables required for the performance of its obligations hereunder and has and for the duration of this Agreement shall have the authority and the legal right to enter into this Agreement.
6.2.2. SERVICES. Company further represents and warrants that the Services provided under this Agreement will be of commercially reasonable quality in accordance with any specifications or requirements set forth in a Job Order, Booking Invoice or Statement of Work and will be performed in a good and workmanlike manner and in accordance with industry standards. Any claim for breach of Company's warranties under this Section 6.2.2 must be made, by written notice to Company, within thirty (30) days following the date of completion of the Services for which the claim is made. Company shall have a thirty (30) day period following receipt of any such notice in which to cure a breach. Client’s sole and exclusive remedy for any breach of this Section 6.2.2 shall be for Company to repertory the Services that are the subject of the written notice.
6.2.3. COMPLIANCE WITH LAW. Company is and for the duration of this Agreement shall be in compliance with all federal, state, local and foreign laws, governmental regulations, rules and requirements and binding administrative and court orders (collectively “Laws”) applicable to Company, including all Laws applicable to its provision of the Services.
6.2.4. USE WARRANT. Permission is granted to provisionally download one copy of the materials (information) on Spasify’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license, Client may not (i) Modify or copy the materials; (ii) Use the materials for any commercial purpose, or for any public display (commercial or non-commercial); (iii) Attempt to decompile or reverse engineer any software contained on Spasify’s website; (iv) Remove any copyright or other proprietary notations from the materials; or (v) transfer the materials to another person or “mirror” the materials on any other server.
6.2.5. DISCLAIMER. The materials on Spasify’s website are provided “as is”. Spasify makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Furthermore, Spasify does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.
6.2.6. LINKS. Spasify has not reviewed all of the sites linked to its website and is not accountable for the contents of any such linked site. The inclusion of any link does not suggest endorsement by Spasify of the site. Use of any such linked website is at the user’s own risk.
6.2.7. REVISIONS AND ERRATA. The materials appearing on Spasify’s website could include technical, typographical, or photographic errors. Spasify does not warrant that any of the materials on its website is accurate, complete, or current. Spasify may make changes to the materials contained on its website at any time without notice. Spasify does not, however, make any commitment to update the materials.
6.3. NO OTHER WARRANTY. EXCEPT AS PROVIDED IN THIS AGREEMENT, (A) NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FROM A COURSE OF PERFORMANCE OR DEALING, TRADE USAGE, OR OF UNINTERRUPTED OPERATION WITHOUT ERROR, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND (B) WITHOUT LIMITING COMPANY'S OBLIGATION TO DELIVER THE SERVICES AND/OR DELIVERABLES SET FORTH IN A STATEMENT OF WORK, COMPANY MAKES NO GUARANTEES WITH REGARD TO THE RESULTS OBTAINED FROM THE OPERATION OR USE BY CLIENT OF THE CLIENT PROPERTIES OR COMPANY PROPERTIES. THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT IS MADE FOR THE BENEFIT OF CLIENT ONLY.
7. LIMITATION OF LIABILITY
7.1. COMPANY'S OR CLIENT'S LIABILITY FOR ANY REASON (EXCLUDING CLIENT'S LIABILITY FOR PAYMENT OF COMPANY'S SERVICES FEES) AND UPON ANY CAUSE OF ACTION, WHETHER SOUNDING IN TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, SHALL AT ALL TIMES AND IN THE AGGREGATE BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT TO COMPANY UNDER THE APPLICABLE JOB ORDER, BOOKING INVOICE, OR STATEMENT OF WORK DURING THE PREVIOUS SIX (6) MONTHS.
7.2. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3. THE FOREGOING LIMITATIONS OF LIABILITY (INCLUDING THE DAMAGES CAP AND THE EXCLUSIONS SET FORTH IN THE IMMEDIATELY PRECEDING TWO PARAGRAPHS) SHALL NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, A BREACH OF THE CONFIDENTIALITY AGREEMENT, OR DAMAGES CAUSED BY GROSS NEGLIGENCE, RECKLESS CONDUCT OR WILLFUL MISCONDUCT.
8. TERM AND TERMINATION
8.1. TERM. The term of this Agreement shall commence on the Effective Date based on your access, use, account registration, availment or purchase as specified and in accordance with the proposal, job order, booking invoice, the Statement of Work ("SOW"), and this agreement and, unless earlier terminated in accordance with this Section 9, shall continue through the end of the last extant of the proposal, job order, booking invoice, Statement of Work and this agreement.
8.2. TERMINATION. This Agreement may be terminated (a) by either party if the other party defaults in the performance of any of its material obligations (or repeatedly defaults in the performance of any of its other obligations) under this Agreement (i) upon at least thirty (30) days' notice to the breaching party if such default is capable of being cured and the breaching party does not cure such default within thirty (30) days from the non-breaching party's default notice or (ii) immediately upon notice to the breaching party if such default is not capable of being cured, and (iii) by either party upon notice received (90) days prior to the end of the then current term; provided that this Agreement shall not be terminated under this clause (b) with respect to all outstanding Statements of Work until such Proposal, Job Order, Booking Invoice, Statements of Work expire or are completed or terminated in accordance with their terms, including any notice requirements provided therein. Client's obligation to make payment for Services performed by Company or its contractors or subcontractors prior to termination shall survive any termination of this Agreement.
8.3. TERMINATION OF WEBSITE/WEB-APP/MOBILE-APP OR OTHER PLATFORM'S USAGE. The license shall automatically terminate if the Client violate any of these restrictions and may be terminated by Spasify at any time. Upon terminating the Client viewing of these materials or upon the termination of this license, the Client must destroy any downloaded materials in possession – whether in electronic or printed format.
9. GENERAL PROVISIONS.
9.1. COMPLETE AGREEMENT. This Agreement, including any Statements of Work hereunder, is the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior proposals, understandings, and agreements, whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a written instrument executed by authorized representatives of the parties. The pre-printed terms and conditions of any purchase order or other ordering document issued by either party in connection with this Agreement shall not be binding on the other party and shall not be deemed to modify this Agreement.
9.2. NO WAIVER. No failure to exercise, and no delay in exercising, on the part of either party, any right, power or privilege hereunder will operate as a waiver thereof, nor will any party's exercise of any right, power or privilege hereunder preclude further exercise of the same right or the exercise of any other right hereunder.
9.3. ENFORCEABILITY. If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law.
9.4. FORCE MAJEURE. Either party shall be excused from performance and shall not be liable for any delay in whole or in part, to the extent caused by the occurrence of any events beyond the reasonable control either of the excused party or its subcontractors or suppliers, for as long as such event continues and the excused party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means.
9.5. NOTICES. Any notice required or permitted hereunder to the parties hereto will be deemed to have been duly given if in formal email and/or in writing to the email or physical address of the receiving party as set forth on the initial page hereof or such other address as may be specified by such party in a notice delivered to the other party in accordance with this Section and delivered by: (i) corporate or business email, certified mail, return receipt requested, postage prepaid; (ii) nationally recognized overnight courier, delivery charges prepaid; or (iii) by hand delivery with signed receipt. Any notice shall be deemed delivered: (a) on the fifth (5th) business day following deposit of such notice with the Postal Service if notice is given in accordance with (i), above; (b) on the second (2nd) business day following deposit of such notice with the courier if notice is given in accordance with (ii), above; or (c) on the date of actual delivery if notice is given in accordance with (iii), above.
9.6. GOVERNING LAW, JURISDICTION AND VENUE. This Agreement shall be deemed to have been made in the City of Olongapo, Philippines, and shall be construed pursuant to the Laws of the Republic of the Philippines, excluding its choice of law principles.
9.7. SUBCONTRACTING. Company shall have the right to subcontract some or all of the Services specified in a Booking Invoice, Job Order, or, Statement of Work to an individual or entity onshore, offshore or located outside the Client’s Location. Subcontracting shall release Company from its responsibility for its obligations under this Agreement. Company shall not be responsible for the work and activities of each independent contractors, service providers, or merchant partners including compliance with the terms of this Agreement. Company shall be responsible for all payments to its independent contractors. Company shall enter into confidentiality agreements with any independent contractors with provisions at least as restrictive as the provisions of Section 5 of this Agreement.
9.8. SURVIVAL. Each of the provisions of this Agreement shall remain in full force and effect through the End Date of this Agreement, and the terms which by their nature should survive, shall survive such Ending Date. The “Ending Date” shall be the effective date of the expiration or termination of this Agreement.
This Terms of Service ("ToS") agreement will be in effect from the EFFECTIVE DATE up to the final DELIVERY DATE as specified and in accordance with the Proposal, Job Order, Booking Invoice, the Statement of Work ("SOW"), and this agreement, and may be updated at any time. Either party can terminate this agreement with (90) days written notice without prejudice, or upon failure to perform the said responsibilities as stated above.
Terms of Service (For Independent Contractors or Service Providers)
Our Name & Address:
Spasify 2F, Lot 17, Greenwoods Park, Rizal Highway, SBFZ, PH, 2222
Your Full Name & Complete Address:
Based in your Supplied Information in the Account Registration (Sign-Up)
Short Description of the Services:
Based in the Published Service Description in the Website, Web or Mobile based applications, sales channels and other platforms.
The term of this Agreement shall commence on the Effective Date based on your access, use, account registration, availment or purchase as specified and in accordance with the proposal, job order, booking invoice, the Statement of Work ("SOW"), and this agreement and, unless earlier terminated in accordance with this Section 13, shall continue through the end of the last extant of proposal, job order, booking invoice, Statement of Work and this agreement.
On-Site Commission On-Duty
On-Demand Commission On-Duty
On-Demand Commission Off-Duty
See Payout Computation (Daily Allowance) | Staging Hours: TBA
See Payout Computation (Daily Allowance) | Staging Hours: TBA
See Payout Computation (Net Sales Commission) Partner Dashboard
See Payout Computation (Net Sales Commission) Partner Dashboard
See Payout Computation (Net Sales Commission) Partner Dashboard
Locations & Areas Where Services to be Provided :
Philippines (Onshore, On-Site, On-Demand, Online)
Product’s & Equipment’s Provided By You:
You will provide a range of paraphernalia’s and other related service equipment’s and consumables based by the Spasify’s Accepted Standards.
Names of Required Personnel: Provided By You (Annex A)
Terms of this Agreement:
This agreement shall be automatically terminated upon the occurrence of any one of the following: A) Cessation of the COMPANY’s business; B) Bankruptcy, receivership, or dissolution of the company. C) Written notice by company. D) Violation of Company Policy prescribing you and the required personnel to be terminated or disengaged.
In case, the SERVICE PROVIDER wants to terminate service engagement with valid reason(s) the SERVICE PROVIDER shall first settle unpaid balance as stipulated in the Spasify Training Agreement (Annex B) if any and, shall look for replacement, and render work based from the prescribed notice period following the receipt date of the service disengagement letter for proper service turnover.
The following constitutes the agreement between Spasify (The "COMPANY") and YOU the Independent Contractor or Service Provider ("INDEPENDENT CONTRACTOR OR SERVICE PROVIDER").
A. DUTIES OF THE INDEPENDENT SERVICE PROVIDER:
1. DEFINITION. SERVICE PROVIDER is responsible for his/her own taxes at the end of every filing year; as well as your own health benefits, medical expenses/pre-employment requirements, life insurance, and retirement fund. SERVICE PROVIDER also acknowledges that SERVICE PROVIDER will always abide, until your very last day of working with this company, by all of the company policies and guidelines delineated hereinafter. SERVICE PROVIDER is absolutely responsible for your own transportation, meal, performance, behavior, attitude, appearance and integrity.
2. AGENCY. It is understood that you are an Independent Service Provider and shall not be considered our agent, employee, and servant for any purposes whatsoever, and SERVICE PROVIDER is not granted any right or authority to assume or create any obligation or liability, expressed or implied, on behalf of the COMPANY or to bind the COMPANY in any manner or thing whatsoever.
3. NON-COMPETE. An Independent Service Provider who disengaged and/or dismissed shall not directly or indirectly engage in any business or activity which competes with the business of the COMPANY for a period of (36) months within a 30 mile radius of any contracted sites that the COMPANY holds following the disengagement date or dismissal date. This includes but not limited to the exclusive locations contracted and non-contracted and each location individual clients.
4. NON-SOLICITATION. [For Clarification Purposes: The following paragraph refers to all clientele generated through Spasify (COMPANY). This does not exclude you (SERVICE PROVIDER) from working with your own pre-existing clients as long as these practices do not violate the following contractual clause.] SERVICE PROVIDER will never solicit (while this Independent Service Provider’s Agreement is in effect or at any other time following the termination of this Agreement with the COMPANY) a client(s), their referrals or contacts; or allow himself/herself to be put in an opportunistic situation in which the COMPANY could lose the client (s) or their potential business; or even their referrals. SERVICE PROVIDER hereby acknowledges this policy applies not just for himself/herself, but for anyone whom SERVICE PROVIDER may associate with, inside or outside the COMPANY. There will never be any favors exchanged between SERVICE PROVIDER and a client, for personal gain or profit; there will always be a "professional distance" between SERVICE PROVIDER and the COMPANY’s clientele. SERVICE PROVIDER hereby fully and clearly recognizes the clientele and their referrals or contacts, as being the sole property of the COMPANY. Furthermore, should SERVICE PROVIDER ever violate this policy, the COMPANY is absolutely entitled to any and all factual financial loss and/or projected financial loss or damages. Furthermore, SERVICE PROVIDER hereby acknowledges the consequences of legal prosecution (i.e., Lawsuit, etc.) and agrees to be responsible for any legal costs that may be incurred as a result of SERVICE PROVIDER’s breach of this Agreement.
5. NON-DISPARAGEMENT. You and the Required Personnel agree that you will not, both during the term of this agreement and at any time after termination:
A) Make any disparaging or derogatory comments, whether oral or in writing, about us, our agents, employees, or SERVICE PROVIDER s for any reason; or
B) Do anything calculated to damage our reputation, goodwill or Intellectual Property.
6. NO SEXUAL HARASSMENT. SERVICE PROVIDER will never involve himself/herself (while on company time or on a company job) in lustful play or sexual activity, for SERVICE PROVIDER is aware of the consequences; immediate termination, legal prosecution and industrial license revocation; all of which will come expeditiously and without severance pay, back dues or commission(s) as well as, no further obligation on the part of the COMPANY to the undersigned. SERVICE PROVIDER conduct is and will always be that of a Professional Service Provider. There will never be any flaw in the character of the SERVICE PROVIDER contradicting or jeopardizing the integrity of the COMPANY.
7. UNIFORMS. SERVICE PROVIDER will always be in Spasify’s acceptable standard uniform, while on company time, on a company job or on call. Identification Card and Name Plate will be provided by the company (while the SERVICE PROVIDER shall pay P500 if same is damaged, stolen and loss of the said issued company property.
8. PROFESSIONAL LIABILITY. SERVICE PROVIDER is absolutely and solely responsible for any claims arising out of his/her work outputs and activities and shall indemnify the COMPANY and its respective directors, officers, partners and employees are not liable for damages due to any act or omission on the part of the SERVICE PROVIDER.
9. GENERAL LIABILITY. SERVICE PROVIDER accepts all liability for the use of any company equipment’s if same is damaged, stolen or destroyed in any way and replaced it accordingly.
10. COMPENSATION. The following shall constitute a schedule of the fees charged by SERVICE PROVIDER and COMPANY as described in your Partner Dashboard.
11. CONFIDENTIALITY. During and after SERVICE PROVIDER’s association with the COMPANY, SERVICE PROVIDER will neither disclose or assist in the unauthorized disclosure of the COMPANY’s confidential or proprietary information which includes, but is not limited to, trade secrets, formulas, customer data, strategies, methods, processes, machines, inventions, discoveries, computer programs and systems, and other developments, nor will SERVICE PROVIDER use such information except as required by the COMPANY.
12. MODIFICATION. SERVICE PROVIDER understands the obligations under this agreement may not be modified, released or terminated without written consent from the COMPANY.
13. TERMINATION. This agreement shall automatically terminate upon the occurrence of any one of the following: A) Cessation of the COMPANY’s business; B) Bankruptcy, receivership, or dissolution of the company. C) Written notice by company. D) Violation of Company Policy prescribing you and the required personnel to be terminated or disengaged.
14. CONFLICT OF INTEREST. SERVICE PROVIDER certifies that he/she is not a party to any agreements which in any way conflict with the provisions herein.
15. NOTICES. Any and all notices or other communication required or permitted to be given hereunder shall be given in writing by certified mail, return receipt requested, addressed in the case of the COMPANY to its principle office, and in the case of the SERVICE PROVIDER to your address as set forth herein.
16. GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws of Olongapo City and Subic Bay Freeport Zone, Philippines in which your duties are carried out.
17. PARTIAL INVALIDITY. If any portion of this agreement shall be ruled or adjudicated invalid for any reason, that portion shall be deemed excised here from and the remainder of this agreement shall continue in full force and effect unaffected by any such validity.
18. CRIMINAL LITIGATION. SERVICE PROVIDER certifies to never having been accused of, arrested for or charged with any sexual violations or criminal complaints. SERVICE PROVIDER further certifies that he/she is subject to no pending claims or suits against SERVICE PROVIDER regarding his/her work-outputs and activity or professional demeanor associated therewith.
B. DUTIES OF THE COMPANY:
19. ADVERTISING AND MARKETING. At its discretion the COMPANY will conduct marketing research, mailings and telemarketing throughout the Philippines for the purpose of developing individual, private and corporate clientele.
A. BRAND & IDENTITY. The Company’s established Brand “SPASIFY” will be used for marketing purposes only.
20. BUSINESS SERVICES. The COMPANY will provide SERVICE PROVIDER with the following services:
A. ADMINISTRATIVE SERVICES. The COMPANY will conduct records keeping, filling, records updating, and scheduling on behalf of the SERVICE PROVIDER.
B. ACCOUNTING SERVICES. The COMPANY will conduct billing and bookkeeping, maintain account payables and account receivables.
C. TECHNICAL SERVICES. The COMPANY will maintain its state-of-the-art computer systems.
D. SALES. The COMPANY at its discretion shall maintain a staff of sales personnel responsible for developing and maintaining client accounts.
E. FACILITY. The COMPANY will provide the facility in order for the SERVICE PROVIDER to carry out and perform their duties.
21. CLIENT ACCOUNTS. The COMPANY will provide the SERVICE PROVIDER with work from pre-established membership accounts who have been screened for safety.
22. NATIONAL LIABILITY. Whenever possible, the COMPANY will provide the services listed in paragraphs "19" through "21" of this agreement to the SERVICE PROVIDER wherever the SERVICE PROVIDER might find himself/herself in the Philippines.
23. MANDATORY PROVISIONS. It is the duty and responsibility of every Independent Service Provider, Sub-contractors, Employees and Agents to know and familiarize himself with every Company Policy and/or rules and regulations. Any Independent Service Provider, Sub-contractors, Employees and Agents who claims lack of knowledge shall not be excused from non-compliance with the policy and/or rules and regulation herein or those policies, rules and regulations which the Company may issue from time to time.
24. SPECIFIC PENALTIES FOR SPECIFIC OFFENSES. Spasify Penalties for Specific Offenses (Employees, Agents and Independent Service Providers)
25. SPECIFIC PENALTY FOR VIOLATION OF SECTION VII AND ITS SUB PROVISIONS. Any violation of this Provision (Section VII) shall render the Service Provider liable to a liquidated penalty of PhP200,000.00 Any violation thereof shall give right to the employer to file not only administrative charges but also civil and criminal charges against the Service Provider.
26. ACKNOWLEDGEMENT (UPON SIGN-UP, REGISTRATION, USE AND STARTING TO PROVIDE SERVICE). You as the "Independent Contractor or Service Provider" hereby acknowledged that you have been oriented and the Company Policies, Rules and Regulations were explained to you accordingly; further that you understand and agree to be governed by these policies/rules and regulations during your employment in this Company.
You as the "Independent Contractor or Service Provider" hereby solemnly swear to abide and be guided by this policies / rules and regulations as set forth by the Company; and you understand that upon your violation of any policies/rules and regulations as set forth by the Company, you will be penalized accordingly.
27. DURATION. This Terms of Service ("ToS") agreement will be in effect from the EFFECTIVE DATE up to the final DELIVERY DATE as specified and in accordance with the Proposal, Job Order, Booking Invoice, the Statement of Work ("SOW"), and this agreement, and may be updated at any time. Either party can terminate this agreement with (90) days written notice without prejudice, or upon failure to perform the said responsibilities as stated above.